HB0222 - Business corporations-dissolutions.

 

2001

State of Wyoming

01LSO-0580

 

 

 

HOUSE BILL NO.  HB0222

 

 

Business corporations-dissolutions.

 

Sponsored by:  Representative(s) Philp and Senator(s) Vasey

 

 

A BILL

 

for

 

 1  AN ACT relating to dissolutions of business corporations;
 2  authorizing attorneys' fees and costs for a business
 3  corporation defending a judicial dissolution action as
 4  specified; providing a definition; and providing for an
 5  effective date.

 6 

 7  Be It Enacted by the Legislature of the State of Wyoming:

 8 

 9         Section 1.  W.S. 17-16-1434(e) is amended to read:

10 

11         17-16-1434.  Election to purchase in lieu of
12  dissolution.

13 

14         (e)  Upon determining the fair value of the shares,
15  the court shall enter an order directing the purchase upon
16  such terms and conditions as the court deems appropriate,
17  which may include payment of the purchase price in

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 1  installments, where necessary in the interest of equity,
 2  provision for security to assure payment of the purchase
 3  price and any additional costs, fees and expenses as may
 4  have been awarded, and, if the shares are to be purchased
 5  by the shareholders, the allocation of shares among them.
 6  In allocating petitioner's shares among holders of
 7  different classes of shares, the court should attempt to
 8  preserve the existing distribution of voting rights among
 9  holders of different classes insofar as practicable and may
10  direct that the holders of a specific class or classes
11  shall not participate in the purchase. Interest may be
12  allowed at the rate and from the date determined by the
13  court to be equitable, but if the court finds that the
14  refusal of the petitioning shareholder to accept an offer
15  of payment was arbitrary or otherwise not in good faith, no
16  interest shall be allowed. If the court finds that the
17  petitioning shareholder had probable grounds for relief
18  under W.S. 17-16-1430(a)(ii)(B) or (D), it may award to the
19  petitioning shareholder reasonable fees and expenses of
20  counsel and of any experts employed by him. If a court
21  finds that the petitioning shareholder did not have
22  probable grounds for relief under W.S. 17-16-1430(a)(ii)(B)
23  or (D), it may award to the corporation reasonable fees and
24  expenses of counsel and of any experts employed by the

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 1  corporation. For purposes of this section, "fair value"
 2  means the value of the shares immediately before the
 3  petitioning shareholder initiated the action for
 4  dissolution,as determined by recognized appraisal
 5  methodologies with the application of appropriate discounts
 6  for lack of marketability of the shares and lack of
 7  control, if appropriate.

 8 

 9         Section 2.  This act is effective July 1, 2001.

10 

11                         (END)

 

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